Capability Group, Inc. v. American Express Travel Related Services Co., 658 F.3d 75

This is a contract dispute between Capabilty and AmEx over a gain sharing payment and confidentiality provisions.
The August 14, 2000 agreement promised Capability a base of $4 million and a gain sharing payment only if AmEx achieved $106 million in calendar year 2001 net savings from Capability's work.
AmEx tracked savings via its internal system; AmEx reduced gross savings by excluding unrelated projects and by subtracting program costs to compute net savings.
Capability sued AmEx in January 2008 after a long hiatus; the district court granted summary judgment for AmEx on both the gain sharing and confidentiality claims.
Capability moved for Rule 60(b) relief from judgment alleging attorney misconduct; the district court denied relief, and Capability appealed.
On appeal, the First Circuit affirmed summary judgment and denial of Rule 60(b) relief, holding the net savings calculation and confidentiality issues resolved as a matter of contract interpretation.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Net savings calculation proper review	Capability argues the contract requires the gross figure as the trigger.	AmEx used net savings and deducted unrelated costs as permitted by the contract.	Net savings calculation upheld; contract unambiguous in using net savings.
Contract ambiguity and parol evidence	Agreement is ambiguous; parol evidence should be admissible.	Agreement is clear; parol evidence not admissible to contradict unambiguous terms.	No ambiguity; parol evidence rejected.
Confidentiality breaches entitlement to relief	Breaches and ongoing value of materials justify damages and injunctions.	Breaches were minor, no ongoing harm, and injunctions improper without ongoing threat.	Confidentiality breaches insufficient for damages or injunction relief under contract terms.
Rule 60(b) relief from judgment	Attorney misconduct constituted grounds for relief from judgment.	Omissions did not alter outcome; relief inappropriate.	No abuse of discretion; Rule 60(b) relief denied.

Landrau-Romero v. Banco Popular de Puerto Rico, 212 F.3d 607 (1st Cir. 2000) (summary judgment standard; de novo review on appeal)
Karak v. Bursaw Oil Corp., 288 F.3d 15 (1st Cir. 2002) (Rule 60(b) abuse of discretion standard guidance)
Teitelbaum Holdings, Ltd. v. Gold, 48 N.Y.2d 51 (N.Y. 1979) (parol evidence limits when contract is unambiguous)
Dávila-Álvarez v. Escuela de Medicina Universidad Central del Caribe, 257 F.3d 58 (1st Cir. 2001) (attorney misconduct and relief considerations in context)
Goodwin v. C.N.J., Inc., 436 F.3d 44 (1st Cir. 2006) (injunctions appropriate where ongoing harm absent)
Firemen's Insurance Co. of Newark, N.J. v. Keating, 753 F. Supp. 1146 (S.D.N.Y. 1990) (equitable relief discretion in injunctions)